General Terms & Conditions

WILDSENSE

Effective from: 18/05/2021

1. Purpose

WILDSENSE (hereinafter referred to as "WILDSENSE") operates an application to map the risks of forest areas (hereinafter referred to as the "Application").

The purpose of these General Terms and Conditions (hereinafter referred to as the "General Terms") is to define the terms and conditions of use of the services provided by WILDSENSE (hereinafter referred to as the " Services") as well as to define the rights and obligations for the provision of services to the customer identified in the quote(s) referred to in Article 2 (hereinafter referred to as the "Customer").

Together and with the quotation(s) (hereinafter referred to as " Quotation"), they constitute an indivisible contractual package (hereinafter referred to as the "Contract").

In case of contradiction, the provisions of the Quote(s) shall prevail over these General Terms. In the event of contradiction between different Quotations, the most recent document shall prevail over the oldest ones.

The Contract prevails over any other general or particular conditions not expressly agreed by WILDSENSE.

2. Manager of the Application and Services, Contact Details

The Application and Services are managed by the company WILDSENSE, a French Simplified Joint Stock Company (" Société par actions simplifiée"), registered under number 891908576 at the Paris Registry of Trade and Companies , and whose head office is located at 25 rue Fremicourt, 75015 Paris.

WILDSENSE can be contacted at the following channels:

25 rue Frémicourt - 75015 Paris

hello@wildsense.co

3. Access to the Application and Services

3.1 Legal capacity

The Application can be accessed by:

- Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Application and the Services with the agreement of their legal representative.

- Any entity acting through a person having full legal capacity to contract for and on behalf of the entity.

3.2 Solutions and Services for professionals

The Application is intended exclusively for professionals, understood as any natural person or corporation engaged in a regular remunerated activity in any branch of trade or industry.

4. Ordering the Services and accepting the General Terms and Conditions of Use

Prior to any realization of the Services, it is up to the Customer to provide WILDSENSE with the useful information and documents in order to allow it to identify its needs and expectations. On this basis, WILDSENSE will draw up one or several Quotations.

Unless otherwise stated, the Quotation issued by WILDSENSE is valid for one month from its issue. In the absence of validation by the Customer within this period, it will be null and void. The Customer who wishes to order the Services must validate the corresponding Quotation within the above-mentioned period, by any useful written means and in particular by email. This validation may be followed, if necessary, by the issuance of a purchase order by the Customer, however not affecting the Contract as defined above.

Any validation of a Quotation, express or implied, implies full acceptance of these General Terms, in their version in force at the date of the Quotation concerned. Any acceptance subject to a reservation shall be considered null and void. The Customer who does not accept to be bound by the present General Terms must not order Services from WILDSENSE.

In the event of a change in the initial Services or a new order, a new Quotation shall be prepared. The provisions of this new Quotation shall prevail over those of the old one. If not specified in the new Quotation, the commitment period remains the same as in the first Quotation.

5. Registering and Access to the Services

WILDSENSE opens an account in the name of the Customer, which allows him to manage his use of the Services via the Application (hereafter referred as to the "Customer Account").

It is up to the Customer to select the Users who will have access to the Application (hereafter referred as to the "Users"), within the limit of the maximum number provided for in the Quotation, to designate, among them, the one or ones who will be in charge of the administration of the Application (hereafter referred as to the "Administrators"), as well as to communicate to WILDSENSE a list of names and email addresses of the Administrators and Users, so that the Service Provider can open an account in the name of each one of them (hereafter referred as to the " User Accounts").

The Customer is solely responsible for ensuring that Users maintain the confidentiality of their login details and/or passwords.

He undertakes to ensure that Users do not allow any third party to use them in their place or on their behalf, unless they bear full responsibility. He expressly acknowledges that any use of the Application with these login credentials will be deemed to have been made by the corresponding Users.

The Customer agrees to contact WILDSENSE without delay, by any useful written means and in particular by email, if it appears that a User Account has been used without the knowledge of its User.

Once the User Accounts have been opened, the Users have access to a personal space that allows them to manage their use of the Application and the Services.

6. Services

6.1 Description of the Services

The Services subscribed by the Customer are indicated in the corresponding Quotation.

6.2 Hosting the Application

WILDSENSE undertakes to ensure, under the terms of an obligation of means, the hosting of the Accounts and any content published by the Customer on his Account in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting provider, carrying out its activity in accordance with the practices of the profession and the state of the art.

In this context, WILDSENSE undertakes to provide the Customer with sufficient storage and processing capacities within the framework of the Services, in accordance with the practices of the profession and the state of the art.

WILDSENSE commits to implement all the technical means, in accordance with the state of the art, necessary to ensure the security and the access to the Services, concerning the protection and the surveillance of the infrastructures, the control of the physical and/or immaterial access to the aforementioned infrastructures, as well as the implementation of measures of detection, prevention and recovery to protect the servers from malicious acts.

WILDSENSE also undertakes to take all necessary precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent them from being distorted, damaged or accessed by unauthorized third parties

6.3 Technical support

WILDSENSE offers to the Customer technical assistance accessible by email at the following address support@wildsense.co, allowing him to declare any difficulty encountered while using the Services.

6.4 Other Services

WILDSENSE reserves the right to propose any other Service that it deems useful, in a format and according to the technical means that it deems the most appropriate for providing the said Service.

7. Financial conditions

7.1 Price of services

The prices of the Services are indicated in the Quotation, in particular according to the number of supervised hectares.

They are expressed in Euros, French taxes not included.

WILDSENSE reserves the right, at its own discretion and according to the modalities of which it will be the sole judge, to propose promotional offers or price reductions.

During his subscription, the Customer can at any time express his intention to increase the number of hectares monitored via the Application. The Parties shall agree to draw up a new Quotation to this effect.

7.2 Terms of payment

WILDSENSE will send an invoice to the Customer, by any means deemed useful, on the due date of payment of the price.

The terms of payment of the price will be indicated in the Quotation.

The Customer guarantees WILDSENSE that he has the necessary authorizations to proceed with the payment of the price.

7.3 Delays and Defaults

The Customer is informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically, without prior notice, result in the invoicing to WILDSENSE of a late payment interest at the rate of three (3) times the legal interest rate, based on the amount of the entirety of the sums owed by the Customer and of a fixed compensation of 40 (forty) euros for collection costs.

Furthermore, in the absence of payment of an amount due on its due date within 15 (fifteen) calendar days following the receipt by the Customer of a formal notice by registered letter with acknowledgement of receipt, which has remained without effect, WILDSENSE reserves the right to suspend the Services and the access to the Application, to require the immediate payment of all the amounts due by the Customer, and to terminate the present Contract, under the conditions provided for in the article "Sanctions for default".

8. Term of the Services, cancellation

The Services are subscribed to in the form of a subscription (hereinafter referred as to "the Subscription").

The Subscription shall begin on the first billing day for the period subscribed to by the Customer and as indicated on the Quotation (hereinafter referred as to the "Initial Period").

At the end of the Initial Period, the Subscription is renewed tacitly, unless terminated by WILDSENSE or by the Customer at the latest 1 (one) month before the end of the Initial Period.

If the Subscription is renewed at the end of the Initial Period, it is renewed for successive periods of one (1) year, unless denounced by the Customer or by WILDSENSE at the latest 1 (one) month before the end of the Renewal Period.

In any case, the termination of the Subscription is done by email and takes effect at the end of the Subscription period during which the request is sent.

9. Agreement of proof

The Customer recognizes and accepts expressly :

- that the data collected on the Application and the computer equipment of WILDSENSE are proof of the reality of the operations carried out within the framework of the present,

- that these data constitute the main mode of proof admitted between the parties.

10. Obligations and responsibility of the Customers

Without prejudice to the other obligations set forth in these General Terms and Conditions, the Customer agrees to comply with the following obligations:

10.1 The Customer undertakes, in its use of the Services, to comply with the General Terms and Conditions, as well as with the laws and regulations in force, and not to infringe the rights of third parties or public order. He is solely responsible for his use of the Application and the Services.

10.2 The Customer commits to provide WILDSENSE with all the information necessary for the good execution of the Services. More generally, the Customer commits himself to actively cooperate with WILDSENSE for the good execution of the General Terms.

10.3 The Customer is solely responsible for the documents, elements, data, information and any content that he provides to WILDSENSE in the context of the use of the Services. He guarantees WILDSENSE that he is entitled to provide these elements and that he has all the necessary rights and authorizations to use them in the context of the Services.

10.4 The Customer acknowledges having taken knowledge of the Application and its characteristics. He thus acknowledges that the Services are based on predictions and that these may vary continuously. WILDSENSE may not be held liable in any way in this respect.

10.5 The Customer undertakes to make strictly personal use of the Services. Consequently, he shall refrain from assigning, conceding or transferring all or part of his rights or obligations hereunder to a third party, in any manner whatsoever.

11. Customer Warranty

The Customer guarantees WILDSENSE against all complaints, claims, actions and/or demands that it may suffer as a result of the violation by the Customer of any of its obligations or warranties under the terms of these General Terms.

The Customer commits to compensate WILDSENSE for any prejudice that it may suffer and to pay all costs, charges and/or sentences that it may have to bear as a result.

12. Liability and guarantee of WILDSENSE

12.1 WILDSENSE undertakes to provide the Services with diligence and according to the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly recognizes and accepts.

12.2 WILDSENSE intervenes exclusively for the purpose of providing the Services described in the present General Terms.

12.3 WILDSENSE uses its best efforts to satisfy the needs of the Customer but does not guarantee the Customer that the proposed Services will satisfy all his needs and expectations.

12.4 WILDSENSE cannot be held responsible for decisions taken by the Customer or by any third party designated by him. Similarly, WILDSENSE cannot be held responsible for the Content published by the Customer on the Application, over which it exercises no control, verification or moderation of any kind.

12.5 WILDSENSE commits itself to carry out regular checks in order to verify the functioning and accessibility of the Application. For this reason, WILDSENSE reserves the right to temporarily interrupt access to the Application for maintenance reasons.

In the same way, WILDSENSE cannot be held responsible for difficulties or momentary impossibilities of access to its Application due to circumstances outside its control, force majeure, or due to disruptions of the telecommunication networks, the Customers being informed of the complexity of the global networks and of the influx, at certain times, of Internet users.

12.6 The Services are provided by WILDSENSE as is and without any guarantee of any kind, express or implicit. WILDSENSE does not guarantee in particular to the Customers (i) that the Services, subject to constant research in order to improve their performance and progress, will be totally free of errors, defects or faults, (ii) that the Services, being standard and in no way proposed for the sole intention of a given customer according to his own personal constraints, will specifically meet his needs and expectations.

12.7 In any case, the responsibility likely to be incurred by WILDSENSE by virtue of the present document can only concern the direct damage suffered by the Customer and will be expressly limited to the total amount of the price received by WILDSENSE during the 12 (twelve) months preceding the event generating the responsibility.

13. Prohibited behaviour

13.1 It is strictly prohibited to use the Services to the following ends:

- the exercise of illegal or fraudulent activities or activities that infringe on the rights or safety of third parties,

- the violation of public order or the violation of laws and regulations in force,

- intrusion into the computer system of a third party or any activity of a nature to harm, control, interfere with, or intercept all or part of the computer system of a third party, violate its integrity or security,

- manipulations intended to improve the referencing of a third party site,

- assistance or incitement, in any form and in any manner whatsoever, to one or more of the acts and activities described above and more generally any practice that diverts the Services for purposes other than those for which they were designed.

13.2 Customers are strictly prohibited from copying and / or using for their own purposes or those of a third party, the concept, technology or any other component of WILDSENSE's Services.

13.3 The following is also strictly prohibited: (i) any behaviour that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into WILDSENSE systems, (iii) any hijacking of the Application system resources, (iv) any acts that would place a disproportionate load on the Application's infrastructure, (v) any attempts to breach the Application's security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of WILDESENS or of the Users of its Services and finally, more generally, (vii) any breach of these General Terms.

13.4 It is strictly prohibited to make money from, sell or concede all or part of one's access to the Services or to the information that is hosted and / or shared on the Application.

14. Sanctions for breaches

In the event of a breach by a User of any of the provisions of these General Terms or more generally, of any infringement by the former of any laws and regulations in force, WILDSENSE reserves the right to take any measures it deems appropriate and in particular:

(i) to suspend or cancel access to the Application for any User who has breached any provision or infringed any law or regulation, or who has participated in this breach or infringement,

(ii) to delete all content placed by the latter online on the User Account,

(iii) to inform any relevant authorities,

(iv) to commence and prosecute any legal proceedings.

The Customer is informed and accepts that any breach of his obligations may lead, in addition to the consequences provided for above, to the immediate termination of the Contract by WILDSENSE, by any written means.

15. Privacy

Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party of which it would be the recipient which will be expressly identified by the other party as being confidential. As far as WILDSENSE is concerned, the parties already expressly agree that this obligation of confidentiality covers the personal data that it will have to process for the Customer in the framework of the Services.

All this information is hereafter referred to as the " Confidential Information".

The party receiving the Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 3 (three) years from the end of the performance of the Services concerned. It may not pass them on to employees, collaborators, trainees or consultants unless they are bound by the same obligation of confidentiality as that provided for herein. This obligation does not extend to documents, materials, data and information:

(i) of which the receiving party had prior knowledge;

(ii) which is already public at the time of disclosure or which would become public without breach of the Contract ;

(iii) which would have been lawfully received from a third party;

(iv) the disclosure of which would be required by judicial authorities, pursuant to laws and regulations or in order to establish a party's rights under the Contract.

16. Intellectual Property

16.1 Intellectual property

The systems, software, structures, infrastructures, databases and content (text, images, graphics, music, logos, trademarks, databases, etc.) operated by WILDSENSE on the Application, are protected by all intellectual property rights, or rights for the creators of databases, in force.

Any dismantling, decompilation, deciphering, extracting, reusing, copying and, more generally, any reproduction, representation, publishing or use of all or part of any of these items, without WILDSENSE's authorization, is strictly prohibited and could lead to prosecution.

16.2 Customer's Intellectual Property

The Customer hereby grants WILDSENSE, free of charge and for the duration of the present Contract, a right to use the data registered on the Application.

The Customer is informed that this data will be used by WILDSENSE to improve the proposed Services and to train its prediction models.

17. Personal Data

17.1 General provisions

WILDSENSE and the Customer undertake, each for what concerns him, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (EU Regulation 2016/679 of the European Parliament and the Council of 27 April 2016).

Within the framework of the Services, WILDSENSE is required to process personal data. The characteristics of this processing are as follows:

Purpose of the processing of personal data

Operation of the Application, realization of the Services

Type of personal data processed

Name, first name, address, email, phone number

Categories of people involved

Customer users

Duration of treatment

3 years after the last connection to the Application/use of the Services

Place of treatment

Paris, France

Subcontractor of WILDSENSE involved in the processing of data

(if applicable)

N/A

The Customer is the person responsible for the processing of this data and is required to fulfil the obligations that are incumbent upon him in application of the aforementioned regulation, in particular with regard to the obligation to inform the persons concerned, to keep the register of the processing carried out, and more generally, to comply with the principles of the regulation.

The data provided by the Customer to WILDSENSE for the execution of the Services remain the sole property and under the sole responsibility of the Customer.

WILDSENSE intervenes exclusively as a subcontractor of personal data.

17.2 Obligations of WILDSENSE towards the Customer

- Data processing:

WILDSENSE undertakes to process personal data only for the purpose of performing the Services and in accordance with the documented instructions of the Customer. WILDSENSE undertakes to inform the Customer if, in its opinion, an instruction constitutes a violation of the applicable regulations.

- Data Security and Confidentiality:

WILDSENSE undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup as well as the restoration of their availability in case of physical or technical incident. WILDSENSE also ensures that the persons authorized to process personal data are subject to the obligation to keep it confidential.

- Other subcontractors:

WILDSENSE undertakes not to use other subcontractors without the prior written authorization, specific or general, of the Customer. In the case of a general written authorization, WILDSENSE undertakes to inform the Customer of any planned change concerning the addition or replacement of other subcontractors, the Customer then having the possibility to object to these changes.

- Provision of Information:

WILDSENSE undertakes to respond to any request for information made to it by the Customer, whether in the context of a request for the exercise of their rights by data subjects, an impact assessment, or a request made by the data protection authorities or the Customer's data protection officers.

- Notification of Personal Data Breaches:

WILDSENSE undertakes to notify the Customer of any personal data breach within a maximum of 72 (seventy-two) hours after becoming aware of it. In the event that the Customer has to notify the competent control authority of this violation, WILDSENSE undertakes to communicate all useful documentation.

- Data retention:

WILDSENSE undertakes to delete personal data 3 (three) years after the last connection of the Application user to the Application, regardless of the cause, and not to keep any copy of it.

- Records and Documentation:

WILDSENSE keeps a written record of the processing operations carried out on behalf of its Customers. This register also includes the information relating to these processing operations.

WILDSENSE makes available to the Customer, upon request, all information necessary to demonstrate compliance with its obligations.

18. Commercial references

The Customer expressly authorizes WILDSENSE to quote him and to use, if necessary, the reproduction of his brand or his logo as commercial references, in particular during demonstrations or events, in his commercial documents, on his Application and on his Site, in any form whatsoever during the duration of the General Terms and 5 (five) years after its end.

19. Links and third-party sites

WILDSENSE can in no way be held responsible for the technical availability of websites operated by third parties (including its possible partners) to which the Customer would have access through the Application.

WILDSENSE shall not be liable for content, advertisements, products and / or services available on such third party sites or mobile applications and Users are hereby reminded that these sites are governed by their own terms and conditions of use.

WILDSENSE shall not be liable for any transactions conducted between Users and any advertisers, professionals or salespersons (including its potential partners) to which Users may be oriented through the Application and shall not take part in any disputes whatsoever with these third parties, particularly concerning the delivery of products and / or services, guarantees, declarations or any other obligations whatsoever to which these thirds parties may be bound.

20. Force majeure

Neither Party may be held liable for failure to perform its contractual obligations if such failure is due to an event beyond the control of the Parties and constitutes force majeure, as defined in Article 1218 of the Civil Code.

By force majeure, the parties agree to understand in particular the occurrence of an event presenting the characteristics of unpredictability and irresistibility usually recognized by French law and courts as well as strikes, terrorist activities, riots, insurrections, wars, governmental actions, epidemics, natural disasters or failure attributable to a third party telecommunications provider.

The prevented party shall inform the other party as soon as possible, indicating the nature of the case of force majeure. The parties shall meet to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting the force majeure.

If the case of force majeure lasts for more than 3 (three) months, either party may terminate the Contract, as of right, without judicial formality, without notice and without right to compensation of any kind, by sending a registered letter with acknowledgement of receipt with immediate effect.

If, as a result of a case of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the case of force majeure as well as for its payment obligations.

Upon cessation of the force majeure, the affected party shall immediately inform the other party and resume performance of the affected obligations within a reasonable time.

21. Advertising

WILDSENSE, in collaboration with the Customer, reserves the right to insert on any page of the Application and in any communication to the Customers any advertising or promotional messages in a form and under conditions that WILDSENSE will be the sole judge.

22. Modifications

WILDSENSE reserves the right to amend these General Terms and Conditions at any time.

Customers shall be informed of these amendments by any useful means.

Any Customer who does not agree with the amended General Terms must unsubscribe from the Services according to the provisions set out in Article "Term of the Services, cancellation".

Customers who continue to use the Services after the entry into force of the amended General Terms shall be deemed to have accepted these amendments.

23. Language

In the event of a translation of these General Terms into one or more languages, the language of interpretation shall be French in the event of any contradiction or dispute concerning the meaning of any one of their terms or provisions.

24. Law and Jurisdiction

These General Terms are governed by French law.

Any dispute that may arise in connection with their validity, interpretation or execution shall be subject to the exclusive jurisdiction of the Commercial Court of Paris (France), unless mandatory procedural rules to the contrary exist.